SD’s careful re-definition of accretive…6 Mar 2024 08:42
In offering up a local-rules definition of accretive, SD told us something interesting. He defined accretive as meaning that a GGP shareholder today owning X% of GGP effectively owns X% of GGP’s 30% of Havieron and would “effectively own” at least X% after any deal. This is a clever redefinition. It frees him up to issue new equity (/alongside any debt) at a discount whilst maintaining that such a deal is “accretive” for existing holders.
By way of illustration, the Five Diggers own 139m of the 5.1bn shares in issue, roughly 2.7%. So they own 2.7% of GGP’s 30% or 0.81% of Havieron. For any future equity issuance NOT to be dilutive under SD’s definition, 5D would need to end up owning at least 0.81% of GGP and therefore of Havieron. On this basis, the MAXIMUM number of shares issuable would (139m/0.81%)-5.1bn = 12bn new shares.
A switched-on analyst would argue that those 12bn shares would have to be issued for cash at NO discount to the prevailing share price for the conventional definition of accretive to be satisfied.
At today’s SP that would imply a limit-price for NEM’s 70% of 12bn * 6.55p or £800m. However, if the price for the 70% were to be agreed at say £400m (roughly USD500m) then the 12bn shares could be issued at 3.33p, a 50% discount to the prevailing SP. 5D would still own 139m of the 17.1bn shares in issue, representing 0.81% of GGP or 0.81% of Havieron. SD would - using his new definition - argue that they hadn’t been diluted. They might view that differently!
Of course there’s very little chance that a purchase of the 70% would be solely financed with equity. The more debt that is used, the more likely it is that SD would be able to paint such a purchase as accretive. Again to illustrate, this time using £400m at 50% equity 50% debt; 6bn new shares would be issued so 5D would own 139m of 11.1bn or 1.25%. SD would say they’ve gone from effective ownership of 0.81% to 1.25%
It all gets very complicated if there’s a package deal for the 70%+Telfer, especially if the “value” of Telfer was negative. The two components would have to be disaggregated to apply the definition that SD proposes.
So…. SD’s promise that any deal for the 70% would be undertaken only if it were accretive requires acceptance of his novel new definition of accretive. He’s phrased it in a clever way that makes it very easy for him to meet his promise, even whilst issuing more shares at a discount. Investors here need to keep their eyes wide open.